**EXHIBIT
      31.2**





CERTIFICATION
      OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO


SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002





I,
      Alan
      G. Orlowsky, the principal financial officer of Z Trim Holdings, Inc., certify
      that:





1.           I
      have reviewed this amended quarterly report on Form 10-QSB/A of Z Trim Holdings,
      Inc.;





2.           Based
      on my knowledge, this quarterly report does not contain any untrue statement
      of
      a material fact or omit to state a material fact necessary in order to make
      the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by this quarterly
      report;





3.           Based
      on my knowledge, the financial statements, and other financial information
      included in this quarterly report, fairly present in all material respects
      the
      financial condition, results of operations and cash flows of the registrant
      as
      of, and for, the periods presented in this quarterly report;





4.           The
      registrant's other certifying officers and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:





(a)           Designed
      such disclosure controls and procedures, or caused such disclosure controls
      and
      procedures to be designed under our supervision, to ensure that material
      information relating to the registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during the
      period in which this quarterly report is being prepared;





(b)           Evaluated
      the effectiveness of the registrant's disclosure controls and procedures and
      presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based upon such evaluation; and





(c)           Disclosed
      in this report any change in the registrant's internal control over financial
      reporting that occurred during the registrants' most recent fiscal quarter
      that
      has materially affected, or is reasonably likely to materially affect, the
      registrant's internal control over financial reporting;





5.           The
      registrant's other certifying officer and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      registrant's auditors and the audit committee of registrant's board of
      directors:





(a)           All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal controls over financial reporting which are reasonably likely to
      adversely affect the registrant's ability to record, process, summarize and
      report financial data and have identified for the registrant's auditors any
      material weaknesses in internal controls; and





(b)           Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant's internal controls; and







Dated:  November
                  16,
                  2007
              By:
              /s/ Alan
                G. OrlowskyAlan
                G. OrlowskyChief
                Financial Officer(Principal
                  Financial Officer)